<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>8
<FILENAME>servagt.txt
<DESCRIPTION>SERVICE AGT.
<TEXT>

									Exhibit 10.4
                               SERVICING AGREEMENT

                          Dated as of November 21, 2000


                                      among

                             ARBY'S FRANCHISE TRUST,
                                    as Issuer

                                  ARBY'S, INC.,
                                 as the Servicer

                                       and

             BNY MIDWEST TRUST COMPANY, A BANK OF NEW YORK COMPANY,
                              as Indenture Trustee

<PAGE>

                                TABLE OF CONTENTS

                                                                    Page

ARTICLE 1 DEFINITIONS.............................................
          SECTION 1.1  Certain Definitions........................
          SECTION 1.2  Other Defined Terms........................
          SECTION 1.3  Other Terms................................
          SECTION 1.4  Computation of Time Periods................

ARTICLE 2 ADMINISTRATION AND SERVICING OF FRANCHISE ASSETS.
          SECTION 2.1  The Servicer to Act as the Servicer........
          SECTION 2.2  Collection of Franchisee Payments and
                       Remittances; Lock-Box Accounts; Collection
                       Account....................................
          SECTION 2.3  Records....................................
          SECTION 2.4  Administrative Duties of Servicer..........
          SECTION 2.5  No Offset..................................
          SECTION 2.6  Servicing Compensation.....................
          SECTION 2.7  Indemnification............................
          SECTION 2.8  Nonpetition Covenant.......................
          SECTION 2.9  Consent of Franchisor and Consent to
                       Assignment.................................

ARTICLE 3 STATEMENTS AND REPORTS..................................
          SECTION 3.1  Reporting by the Servicer..................
          SECTION 3.2  Appointment of Independent Accountant......
          SECTION 3.3  Annual Accountants' Reports................
          SECTION 3.4  Available Information......................

ARTICLE 4 THE SERVICER............................................
          SECTION 4.1  Representations and Warranties Concerning
                       the Servicer...............................
          SECTION 4.2  Existence; Status as the Servicer..........
          SECTION 4.3  Performance of Obligations.................
          SECTION 4.4  Merger; Resignation and Assignment.........
          SECTION 4.5  Certain Covenants of the Servicer..........

ARTICLE 5 DEFAULT.................................................
          SECTION 5.1  Servicer Termination Events.................
          SECTION 5.2  No Effect on Other Parties..................
          SECTION 5.3  Rights Cumulative...........................

ARTICLE 6 MISCELLANEOUS PROVISIONS.................................
          SECTION 6.1  Termination of Agreement....................
          SECTION 6.2  Amendment...................................
          SECTION 6.3  Governing Law...............................
          SECTION 6.4  Notices.....................................
          SECTION 6.5  Severability of Provisions..................
          SECTION 6.6  Delivery Dates..............................
          SECTION 6.7  Binding Effect; Limited Rights of Others....
          SECTION 6.8  Limitation of Liability of Wilmington Trust
                       Company and the Certificateholder...........
         SECTION 6.9  Article and Section Headings.................
         SECTION 6.10 Concerning the Indenture Trustee.............
         SECTION 6.11 Counterparts.................................

         EXHIBIT A  -   Duties of the Servicer
         EXHIBIT B  -   Monthly Servicer's Certificate
         EXHIBIT C  -   Quarterly Servicer's Certificate








<PAGE>







                  SERVICING  AGREEMENT,  dated  as of  November  21,  2000  (the
"Agreement"), by and among ARBY'S FRANCHISE TRUST, a Delaware statutory business
trust (herein,  together with its successors and assigns,  called the "Issuer"),
ARBY'S, INC., a Delaware  corporation (herein,  together with its successors and
assigns,  collectively called "Arby's" or the "Servicer"), and BNY Midwest Trust
Company,  a Bank of New  York  Company,  an  Illinois  banking  corporation,  as
indenture trustee (the "Indenture Trustee").

                              PRELIMINARY STATEMENT

                  WHEREAS,  the  Issuer  has  entered  into  an  Indenture  (the
"Indenture"), dated as of the date of this Agreement, with the Indenture Trustee
and Ambac Assurance  Corporation,  a Wisconsin stock insurance  corporation (the
"Insurer"),  pursuant to which the Issuer has issued its Notes (the "Notes"), on
the terms and in the amounts described  therein.  Pursuant to the Indenture,  as
security for the  indebtedness  represented by the Notes, the Issuer is and will
be Granting to the Indenture  Trustee on behalf of the  Noteholders,  a security
interest in the Collateral,  which includes,  among other things,  the Franchise
Assets, the Issuer's rights under this Agreement, the Collection Account and all
proceeds of the foregoing.

                  WHEREAS, pursuant to the Amended and Restated Trust Agreement,
dated as of November 21, 2000 (the "Trust Agreement"),  between Wilmington Trust
Company,  a Delaware  banking  corporation  (the "Issuer  Trustee"),  and Arby's
Finance,  LLC,  a  special  purpose  Delaware  limited  liability  company  (the
"Certificateholder"), the Issuer has issued a Certificate (the "Certificate") to
the Certificateholder evidencing the beneficial interests in the Issuer.

                  WHEREAS,  the parties  desire to enter into this  Agreement to
provide,  among other things,  for the servicing of the Franchise  Assets by the
Servicer.

                  NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

                  SECTION  1.1  Certain  Definitions.  For all  purposes of this
Agreement,  capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in the Indenture.  In addition, the following
terms shall have the following meanings:

                  "Account   Control   Agreement"   means  the  account  control
agreement among the Servicer, the Indenture Trustee, the Insurer, the Issuer and
the Lock Box Bank.

                  "Agreement" has the meaning set forth in the preamble.

                  "American Lock-Box Accounts" means Account # 65546 (Charlotte)
and # 840074  (Dallas) at the Lock-Box Bank held in the name of the Issuer,  and
pledged to the Indenture Trustee.

                  "American  Lock-Box Bank" means Bank of America,  N.A. or such
other bank designated by the Issuer and consented to by the Controlling Party.

                  "American Servicer" means Arby's.

                  "Arby's" has the meaning set forth in the preamble.

                  "Canadian  Lock-Box  Account" means Account # 00002-1293349 at
the Canadian Lock-Box Bank held in the name of Arby's of Canada,  Inc. which has
been assigned to the Issuer, and pledged to the Indenture Trustee.

                  "Canadian  Lock-Box  Bank"  means Royal Bank of Canada or such
other bank designated by the Issuer and consented to by the Controlling Party.

                  "Canadian Servicer" means Arby's of Canada, Inc., an Ontario

corporation.

                  "Capital Stock" means, with respect to any Person, (i) any and
all shares,  interests,  participations  or other equivalents of or interests in
(however designated) corporate or capital stock, including,  without limitation,
shares of preferred or  preference  stock of such Person,  (ii) all  partnership
interests  (whether  general or limited) in such  Person,  (iii) all  membership
interests or limited liability company or partnership  interests in such Person,
and (iv) all other equity ownership interests in such Person of any other type.

                  "Closing Date" means November 21, 2000.

                  "Code"  means the Internal  Revenue Code of 1986,  as amended,
reformed or otherwise modified from time to time.

                  "Controlled  Group" means all members of a controlled group of
corporations  and all  members  of a  controlled  group of trades or  businesses
(whether or not  incorporated)  under common  control  which,  together with the
Servicer, are treated as a single employer under Section 414(b) or 414(c) of the
Code or Section 4001 of ERISA.

                  "Delinquent  Franchisee"  means a Franchisee  who has not made
its  Franchisee  Payments  by the end of the  Collection  Period  in which  such
Franchisee Payments were due.

                  "Environmental Laws" has the meaning set forth in Section
4.1(k) hereof.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended, and any successor statute of similar import, together with the
regulations thereunder,  in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

                  "Franchise  Agreement"  means a franchise  agreement  with the
Franchisor  pursuant to which a  Franchisee  is licensed to operate an Arby's(R)
branded  restaurant  in the United  States  subject to the terms and  conditions
contained therein.

                  "Franchise Assets" has the meaning specified in the Indenture,
provided,  however, as used herein (other than in Section 4.5(b) hereof or where
the term  "Franchise  Assets" is  preceded by the word  "Canadian"),  "Franchise
Asset" shall only refer to "Franchise Assets" located in the United States.

                  "Franchise Document" means each Franchise  Agreement,  LOA and
MDA.

                  "Franchisee"   means  the  Person   identified  as  franchisee
pursuant to a Franchise Agreement.

                  "Franchisor" means, prior to the date hereof, Arby's, Inc., a
Delaware corporation, and subsequent to the date hereof, the Issuer.

                  "Independent Accountants" has the meaning set forth in
Section 3.2 hereof.

                  "Insurance  Policy"  means any  insurance  policy or  policies
maintained by a Franchisee in accordance with the  requirements of its Franchise
Agreement.

                  "Insurance   Proceeds"   means  any  amounts   received   upon
settlement of a claim field under an Insurance Policy, net of direct fees, costs
(exclusive  of  overhead)  and  disbursements  incurred in  connection  with the
collection thereof.

                  "LOA" means a License Option Agreement  between the Franchisor
and an optionee  which gives the optionee the right to become a Franchisee  with
respect to an Arby's(R) branded restaurant located on a specified site within
the United States in accordance with the terms and conditions contained therein.

                  "Material  Adverse Effect" shall mean, (i) with respect to the
Servicer,  a  material  adverse  effect  on  (x)  its  condition,  financial  or
otherwise,  (y) its earnings or business affairs,  or (z) its ability to own its
properties  or to  conduct  its  business  or  to  enter  into  or  perform  its
obligations  under the Servicing  Agreement,  and (ii) with respect to the Trust
Estate,  a material  adverse  effect with respect to (A) any material  Arby's IP
individually  or  with  respect  to  the  Arby's  IP  taken  as  a  whole,   the
enforceability  of the terms  thereof,  the  likelihood  of the  payment  of the
amounts required with respect thereto in accordance with the terms thereof,  the
value thereof,  the transferability or the transfer thereof to the Issuer or the
ownership  thereof and the security interest in the rights thereto Granted under
the  License  Agreement  by the IP  Holder  or  Granted  under  the terms of the
Indenture by the Issuer and (B) the existing and reasonably  anticipated  future
Franchise Assets taken as a whole, the enforceability of the terms thereof,  the
likelihood  of the  payment of the  amounts  required  with  respect  thereto in
accordance with the terms thereof, the value thereof, the transferability or the
transfer  thereof  to the  Issuer  or the  ownership  thereof  and the  security
interest in the rights  thereto  Granted under the Indenture by the Issuer.  For
avoidance of doubt,  the fact that the Debt Service  Coverage  Ratio is then, or
would remain, at 1.2x or greater shall not, solely in and of itself, preclude or
negate the determination of a Material Adverse Effect in any instance.

                  "MDA"  means  a  Market  Development   Agreement  between  the
Franchisor  and a  prospective  Franchisee  pursuant  to which  the  prospective
Franchisee  commits to build two or more Arby's(R) branded  restaurants within a
specified territory in the United States.

                  "Monthly   Servicer's   Certificate"   means  the  certificate
prepared by the Servicer in the form of Exhibit B hereto.

                  "Pension Plan" means a "pension plan," as such term is defined
in section  3(2) of ERISA,  which is subject to Title IV of ERISA  (other than a
multi-  employer plan as defined in section  4001(a)(3) of ERISA),  and to which
the Servicer or any of its  subsidiaries or any  corporation,  trade or business
that is, along with the Servicer or any of its subsidiaries, a member of a trade
or  business  that is,  along with the  Servicer or any of its  subsidiaries,  a
member of a Controlled  Group,  may have  liability,  including any liability by
reason of having been a substantial  employer within the meaning of section 4063
of ERISA at any time  during the  preceding  five  years,  or by reason of being
deemed to be a contributing sponsor under section 4069 of ERISA.

                  "Permitted  Encumbrances"  has the  meaning  specified  in the
Indenture.

                  "Principal   Reinsurer"  has  the  meaning  specified  in  the
Indenture.

                  "Quarterly  Servicer's   Certificate"  means  the  certificate
prepared by the Servicer in the form of Exhibit C hereto.

                  "Servicing Fee" has the meaning specified in the Indenture.

                  "Servicing  Standard"  shall mean standards  maintained by the
Servicer  that are at least equal to the  standards in place on the Closing Date
("Current  Practices")  and are  conducted in a manner which shall be normal and
usual in its  Current  Practices  and to the  extent of  changed  circumstances,
practices and  technologies,  the procedures which the Servicer would use if the
Franchise Assets were owned by the Servicer.

                  "Stock  Option  Plan"  means a stock  option  plan that may be
adopted by the  Servicer  providing  for the  granting of options to acquire the
voting  Capital Stock of the  Servicer,  as amended,  supplemented,  amended and
restated or otherwise modified from time to time.

                  "Subsidiary" means, with respect to the Servicer,  a direct or
indirect  subsidiary  of  the  Servicer,  including  any  corporation,   limited
liability company or business trust.

                  "System" means the system of restaurants located in the United
States and Canada  operated  under the  Arby's(R)  brand  concept  franchised by
Arby's, prior to the Closing Date, and by the Issuer,  subsequent to the Closing
Date.

                  "Welfare Plan" means a "welfare plan," as such term is defined
in section 3(1) of ERISA (other than a multi-employer plan as defined in Section
4001(a)(3) of ERISA).

                  SECTION 1.2  Other Defined Terms.

                  (a) Each term defined in the singular form in Section 1.1 or
elsewhere in this  Agreement  shall mean the plural thereof when the plural form
of such term is used in this  Agreement and each term defined in the plural form
in Section 1.1 shall mean the singular  thereof  when the singular  form of such
term is used herein.

                  (b) The words "hereof," "herein," "hereunder" and similar
terms when used in this  Agreement  shall refer to this Agreement as a whole and
not to any  particular  provision  of  this  Agreement,  and  article,  section,
subsection,  schedule and exhibit  references herein are references to articles,
sections, subsections, schedules and exhibits to this Agreement unless otherwise
specified.

                  SECTION 1.3 Other Terms. All accounting terms not specifically
defined  herein shall be construed in  accordance  with GAAP.  All terms used in
Article  9 of the UCC in the  State of New York,  and not  specifically  defined
herein, are used herein as defined in such Article 9.

                  SECTION 1.4  Computation  of Time  Periods.  Unless  otherwise
stated  in this  Agreement,  in the  computation  of a  period  of  time  from a
specified  date to a later  specified  date,  the word  "from"  means  "from and
including" and the words "to" and "until" each means "to but excluding."

                                    ARTICLE 2

                ADMINISTRATION AND SERVICING OF FRANCHISE ASSETS

                  SECTION 2.1 The Servicer to Act as the Servicer.

                  (a) Engagement of the Servicer.  The Servicer is hereby
authorized  to  and  shall  service  and  administer  the  Franchise  Assets  in
accordance  with the terms of this  Agreement  (including  Exhibit A hereto) and
each  related  Franchise  Document.  The  Servicer  shall  have  full  power and
authority,  acting  alone and  subject  only to the  specific  requirements  and
prohibitions  of this  Agreement and the  Indenture,  to do and take any and all
actions,  or to  refrain  from  taking any such  actions,  and to do any and all
things in connection  with such servicing and  administration  which it may deem
necessary or desirable, including, without limitation, calculating and compiling
information  required in connection with any report to be delivered  pursuant to
this  Agreement,  and the performance of certain duties related to the Franchise
Assets, as contemplated by Exhibit A hereto.  Without limiting the generality of
the  foregoing,  but  subject  to the  provisions  of  the  Indenture  and  this
Agreement,  including,  without limitation,  Section 2.9 hereof, the Servicer is
hereby  authorized  and empowered to execute and deliver,  in the Servicer's own
name or in the  name of the  Issuer,  on  behalf  of the  Issuer  and  Indenture
Trustee, any and all instruments of satisfaction or cancellation,  or of partial
or full release or discharge, and all other comparable instruments, with respect
to the  Franchise  Assets,  including,  without  limitation,  consents to sales,
transfers  or  encumbrances  of  the  Franchise  Documents  by a  Franchisee  or
assignments and assumptions of the Franchise Assets in accordance with the terms
thereof. The Servicer agrees that its servicing of the Franchise Assets shall be
carried out as provided in accordance with the Servicing Standard. Additionally,
the Servicer agrees to perform its duties and  obligations  under the Indenture,
if any.

                  (b) Actions to Perfect Security Interests. The Servicer shall
take  all  actions  that are  necessary  or  desirable  to  maintain  continuous
perfection  and  priority  (subject to Permitted  Encumbrances)  of the Issuer's
interest in the Franchise Assets.  Without limiting the foregoing,  the Servicer
shall  file or cause to be filed  the  financing  statements  on Form  UCC-1 and
assignments  of  financing  statements  on Form  UCC-3  required  to be filed in
connection with each Contribution Agreement relating to the Franchise Assets,
the Indenture and the transactions contemplated thereby.

                  (c) Franchisee Insurance.  The Servicer acknowledges that to
the extent that it is named as a "loss payee" or "additional  insured" under any
Insurance  Policies,  it is so named in its  capacity as the  Servicer,  and the
Servicer,  in  accordance  with  procedures  contemplated  by  Exhibit  A, shall
promptly remit to the Indenture  Trustee for deposit in the  Collection  Account
any Insurance  Proceeds  received by the Servicer under the Insurance  Policies.
The Servicer shall use its commercially  reasonable  efforts to cause the Issuer
to be named as "loss payee" under all Insurance  Policies at the time of renewal
or replacement.

                  (d) Servicer's Insurance.  The Servicer agrees to use
commercially  reasonable  efforts to maintain adequate  insurance with reputable
insurers,  to  the  extent  available,  including  casualty,  public  liability,
fiduciary  liability,  workers  compensation and employment  practices liability
policies,  in at least such forms and  amounts  and  against  such risks as were
maintained by the Servicer on the Closing Date.  Such  insurance  will cover the
Issuer as an additional insured.

                  SECTION 2.2 Collection of Franchisee Payments and Remittances;
Lock-Box Accounts; Collection Account.

                  (a) Collection of Payments.  The Servicer shall cause the
collection  of all payments  called for under the terms and  provisions  of each
Franchise  Document  with  parties  in both the  United  States  and  Canada  in
accordance with the Servicing Standard. The Servicer shall cause all collections
to be  deposited  in the American  Lock-Box  Accounts or the  Canadian  Lock-Box
Account,  as applicable,  which,  pursuant to the Account Control  Agreements or
other  direction to the American  Lock-Box Bank and/or  Canadian  Lock-Box Bank,
shall be  swept  daily to the  Collection  Account.  In  addition  to any  other
customary services which the Servicer may perform,  including those set forth in
Exhibit A hereto,  the  Servicer  shall  perform  the  following  servicing  and
collection supervision activities:

                         (1)  perform, or cause to be performed, standard
                              accounting services, and perform general
                              recordkeeping services, with respect to the
                              Franchise Agreements;

                         (2)  respond to any telephone or written inquiries of
                              Franchisees concerning the Franchise Agreements;

                         (3)  keep Franchisees informed of the proper place and
                              method for making payments with respect to the
                              Franchise Agreements;

                         (4)  contact Franchisees to effect collection and to
                              discourage delinquencies in the payment of monies
                              due under the Franchise Agreements, doing so by
                              any lawful means, including, but not limited to,
                              the following:

                              (i) transmittal of routine past due notices;

                              (ii) preparing and mailing collection letters;

                              (iii) contacting delinquent Franchisees by
                                    telephone to encourage payment;

                              (iv)  transmittal of reminder notices to
                                    delinquent Franchisees; and

                              (v) initiating and pursuing termination or
                                  enforcement  actions deemed necessary by
                                  the Servicer;

                         (5)  report to Franchisees such tax information, if
                              any, as may be required by law;

                         (6)  provide written notice to the Indenture  Trustee
                              and  Controlling Party with  respect to any
                              increase in the percentage limit for Advertising
                              Fees and Canadian Advertising Fees as specified
                              in the definitions thereof, and, if requested by
                              either the Controlling Party or the Indenture
                              Trustee, documentation evidencing such increase
                              as may be reasonably requested by the Indenture
                              Trustee or the Controlling Party; and

                         (7)  take such other action as may, in the reasonable
                              discretion of the Servicer, be necessary or
                              appropriate to carry out the duties and
                              obligations imposed upon the Servicer pursuant to
                              the terms of this Section 2.2.

                  (b)      Deposit of Misdirected Funds; No commingling;
Excluded Fees.  The Servicer  shall promptly remit to the Indenture  Trustee for
deposit in the Lock-Box Account by the third Business Day immediately  following
receipt thereof by the Servicer and in the form received,  all payments received
by the  Servicer  in respect of the  Franchise  Assets  incorrectly  sent to the
Servicer by, or on behalf of, a  Franchisee.  The Servicer  shall not  commingle
with its own assets and shall keep separate,  segregated  and  appropriately
marked and  identified  all Franchise Assets or any property  comprising  any
part of the Trust  Estate,  and for such time,  if any, as such  Franchise
Assets or property are in the  possession  or control  of the  Servicer,  the
Servicer shall hold the same in trust for the benefit of the Indenture Trustee,
the Noteholders (or, following  termination of the  Indenture, the Issuer and
the   Certificateholder)  and  the  Insurer. Additionally,  the Servicer shall
notify the Indenture Trustee in writing of any Misdirected Payments or Excluded
Fees deposited into the Collection Account, and arrange for the prompt
remittance by the  Indenture  Trustee of such funds from the Collection Account
to the Servicer.

                  SECTION  2.3  Records.  The  Servicer  shall  retain  all data
(including,  without limitation,  computerized records) relating directly to, or
maintained in  connection  with,  the  servicing of the Franchise  Assets at the
address of the Servicer set forth in Section 6.4 or, upon 30 days' notice to the
Issuer,  the  Indenture  Trustee and the Insurer,  at such other place where the
servicing  offices of the  Servicer are  located,  and shall give the  Indenture
Trustee and the  Insurer  access to all such data at all  reasonable  times upon
reasonable notice, and, while a Servicer  Termination Event shall be continuing,
the Servicer shall, on demand of the Indenture Trustee, deliver to the Indenture
Trustee  all data in its  possession  or under its control  (including,  without
limitation,  computerized  records) necessary for the servicing of the Franchise
Assets.  If the rights of the Servicer shall have been  terminated in accordance
with Section 5.1 or if this  Agreement  shall have been  terminated  pursuant to
clause (ii) of Section  6.1, the Servicer  shall,  upon demand of the  Indenture
Trustee or the Insurer, in the case of a termination pursuant to Section 5.1, or
of the Issuer  pursuant to clause (ii) of Section 6.1,  deliver to the demanding
party  all data in its  possession  or under  its  control  (including,  without
limitation,  computerized  records) necessary for the servicing of the Franchise
Assets.  In addition to delivering such data, the Servicer shall, at its expense
(or at the expense of the Issuer in the event of  termination  under clause (ii)
of Section 6.1), use its commercially  reasonable  efforts to effect the orderly
and efficient  transfer of the  servicing of the  Franchise  Assets to the party
that will be assuming  responsibility  for such  servicing,  including,  without
limitation,  directing  Franchisees to remit  Franchisee  Payments and all other
payments in respect of the Franchise Assets to an account or address  designated
by such new servicer.  The  provisions of this Section 2.3 shall not require the
Servicer to transfer any proprietary  material or computer programs unrelated to
the servicing of the Franchise Assets.

                  SECTION 2.4 Administrative Duties of Servicer.

                  (a)  Duties with Respect to the Transaction Documents.  The
Servicer shall perform the duties of the Issuer and the Issuer Trustee under the
Transaction  Documents  except for those  duties  that are (i) to be  explicitly
performed by the Issuer Trustee under the Trust  Agreement and (ii) those duties
that are required to be performed by a Delaware  trustee  pursuant to Chapter 38
of Title 12 of the Delaware  Code, 12 Del. C. ss. 3801 et seq. In furtherance of
the  foregoing,  the  Servicer  shall  consult  with the  Issuer  Trustee as the
Servicer deems appropriate regarding the duties of the  Issuer and the  Issuer
Trustee  under the  Transaction  Documents.  The Servicer shall monitor the
performance of the Issuer and the Issuer Trustee and shall  advise the Issuer
Trustee  when action is  necessary  to comply with the Issuer's or the Issuer
Trustee's  duties under the Transaction  Documents.  The Servicer shall prepare
for  execution by the Issuer  Trustee or shall cause the preparation  by  other
appropriate  Persons  of all  such  documents,  reports, filings,  instruments,
certificates and opinions as it shall be the duty of the Issuer or the  Issuer
Trustee  to  prepare, file or  deliver  pursuant  to the Transaction Documents.

                   (b)  Duties with Respect to the Issuer.

                       (i)  In addition to the duties of the Servicer set forth
in this Agreement or any of the Transaction Documents, the Servicer shall
perform such calculations and shall prepare for execution by the Issuer or the
Issuer Trustee or shall cause the preparation by other appropriate Persons of
all such documents, reports, filings, instruments, certificates and opinions as
it shall be the duty of the Issuer to  prepare, file or deliver pursuant to
state and federal  securities laws. In accordance with the directions of the
Issuer or the Issuer  Trustee,  the  Servicer  shall  administer,  perform  or
supervise  the performance  of such other  activities in connection  with the
Issuer as are not covered by any of the foregoing provisions and as are
expressly requested by the Issuer or the Issuer  Trustee and are  reasonably
within the  capability of the Servicer.

                       (ii) Notwithstanding anything in this Agreement or any
of the Transaction Documents to the contrary,  the Servicer shall be responsible
for promptly notifying the Issuer Trustee and the Indenture Trustee in the event
that the  Servicer  has  knowledge  that any  withholding  tax is imposed on the
Issuer's  payments (or allocations of income) to a  Certificateholder.  Any such
notice  shall be in  writing  and  specify  the  amount of any  withholding  tax
required to be withheld by the Issuer Trustee or the Indenture  Trustee pursuant
to such provision.

                   (c)  Tax Matters.  The Servicer shall prepare and file, on
behalf of the Issuer, all tax returns,  tax elections,  financial statements and
such annual or other reports of the Issuer as are necessary for the  preparation
of tax reports as required by the  Indenture.  All tax returns will be signed by
the Servicer on behalf of the Issuer.

                   (d)  Records.  The Servicer shall maintain appropriate books
of account and records  relating to  services  performed  under this  Agreement,
which books of account and records  shall be  accessible  for  inspection by the
Issuer Trustee during normal business hours and upon reasonable Notice.

                   (e)  Additional Information to be Furnished to the Issuer.
The Servicer shall furnish to the Issuer  Trustee from time to time such
additional information  regarding  the Issuer or the  Transaction  Documents
as the Issuer Trustee shall reasonably request.

                  SECTION 2.5 No Offset.  The  obligations of the Servicer under
this  Agreement  shall not be subject to, and the Servicer  hereby  waives,  any
defense,  counterclaim  or right of offset  which the  Servicer  has or may have
against the Issuer, the Indenture Trustee or the Insurer,  whether in respect of
this Agreement, any Franchise Asset or otherwise.

                  SECTION 2.6 Servicing  Compensation.  As compensation  for the
performance  of its  obligations  under this  Agreement,  the Servicer  shall be
entitled to receive the  Servicing  Fee from the Issuer on each Payment Date out
of amounts released by the Indenture Trustee from the Collection Account on such
Payment Date pursuant to Section 10.03 of the Indenture.

                  SECTION 2.7  Indemnification.

                  (a) The Servicer agrees to indemnify and hold the Issuer, the
Insurer, the Principal Reinsurer and the Indenture Trustee (and their respective
officers,  directors,  employees  and agents)  (each an  "Indemnitee")  harmless
against all claims,  losses,  penalties,  fines,  forfeitures,  legal fees,  and
related  costs and  judgments  and other  costs,  fees and  reasonable  expenses
(collectively,  "Liabilities") that any of them may incur because of the failure
of the Servicer to perform its duties to service and  administer  the  Franchise
Assets  in  compliance  with  this  Agreement  as a  result  of  the  Servicer's
negligence or willful  misconduct.  Any Indemnitee  which proposes to assert the
right to be indemnified  under this Section 2.7 will promptly,  after receipt of
notice of the commencement of any action,  suit or proceeding against such party
in  respect  of which a claim is to be made  against  the  Servicer  under  this
Section 2.7,  notify the Servicer of the  commencement  of such action,  suit or
proceeding, enclosing a copy of all papers served. In the event that any action,
suit or proceeding  shall be brought  against any Indemnitee and it shall notify
the Servicer of the  commencement  thereof,  the  Servicer  shall be entitled to
participate  in, and to the extent  that it shall  wish,  to assume the  defense
thereof,  with counsel  reasonably  satisfactory to such  Indemnitee,  and after
notice  from the  Servicer  to such  Indemnitee  of its  election  to assume the
defense  thereof,  the Servicer  shall not be liable to such  Indemnitee for any
legal expenses  subsequently  incurred by such Indemnitee in connection with the
defense thereof except as set forth in the next sentence.  The Indemnitee  shall
have the right to employ its own counsel in any such action the defense of which
is assumed by the Servicer in accordance  with this subsection (a), but the fees
and expenses of such counsel shall be at the expense of such  Indemnitee  unless
the employment of counsel by such Indemnitee has been specifically authorized by
the  Servicer,  or unless  there is a conflict of interest  with other  counsel;
provided,  that the Insurer and the Principal  Reinsurer shall utilize one joint
counsel to represent them both in the event that such counsel fees are, pursuant
to this sentence,  to be paid by the Servicer;  provided,  further,  that in the
event that either the Insurer or the  Principal  Reinsurer  determines  that the
utilization  of joint  counsel is  unacceptable,  the Insurer and the  Principal
Reinsurer may utilize  separate  counsel and the Principal  Reinsurer shall bear
the expense of separate  counsel that it may choose to retain in connection with
such action.

An Indemnitee  shall not settle or compromise any claim covered pursuant to this
Section 2.7  without  the prior  written  consent of the  Servicer.  The payment
obligations of the Servicer under this Section shall survive the  termination of
this Agreement or the earlier resignation or removal of any party hereto.

                 (b) Notwithstanding the foregoing Section 2.7(a), the Servicer
shall not be obligated to make any payments to the  Principal  Reinsurer (or any
of its officers,  directors,  employees or agents) pursuant to Section 2.7(a) if
and to the extent such payments (i) would be in respect of Liabilities  incurred
by the Insurer  and/or the  Principal  Reinsurer  as a result of a payment  made
under or in respect of the Policy and the  reimbursement  or recovery thereof to
or by the Insurer and/or the Principal Reinsurer, or (ii) would be in respect of
Liabilities  incurred  by the Insurer and the  Principal  Reinsurer  on either a
joint or joint  and  several  basis,  and such  indemnification  payments  would
exceed,  by reason of  duplication,  the  amount  which  the  Servicer  would be
obligated  to pay to the  Insurer  or its  officers,  directors,  employees  and
agents,  without giving effect to any indemnification  obligation otherwise owed
to the  Principal  Reinsurer (or any of its  officers,  directors,  employees or
agents) pursuant to Section 2.7(a).

                  SECTION 2.8  Nonpetition  Covenant.  The  Servicer  shall not,
prior to the date that is one year and one day after the  payment in full of the
Outstanding  Principal  Amount of the Notes,  petition or  otherwise  invoke the
process of any court or governmental  authority for the purpose of commencing or
sustaining a case against the Issuer under any  Insolvency  Law or  appointing a
receiver,  liquidator,  assignee,  trustee,  custodian,  sequestrator  or  other
similar  official  of the Issuer or any  substantial  part of its  property,  or
ordering the winding up or liquidation of the affairs of the Issuer.

                  SECTION 2.9 Consent of Franchisor  and Consent to  Assignment.
Subject to the  Servicing  Standard,  the Servicer  shall have the  authority to
grant consents of the Franchisor  required under the Franchise Assets;  provided
that the Servicer may only consent to the assignment,  renewal,  modification or
termination of any Franchise Asset and the release of the existing Franchisee if
such consent and release is not in conflict with the Servicing Standard.


                                    ARTICLE 3

                             STATEMENTS AND REPORTS

                  SECTION 3.1  Reporting by the Servicer.

                  (a) Monthly Servicer's Certificate.  Not later than 3:00 p.m.
on each  Accounting  Date, the Servicer  shall  transmit the Monthly  Servicer's
Certificate to the Issuer, the Certificateholder,  the Indenture Trustee and the
Insurer.

                  (b) Quarterly Servicer's Certificate. Not later than 3:00 p.m.
on the  fiftieth  (50th)  day  after  the end of each of the  Servicer's  fiscal
quarters,  the Servicer shall transmit the Quarterly  Servicer's  Certificate to
the Issuer, the Certificateholder, the Indenture Trustee and the Insurer.

                  (c) Termination Notices.  The Servicer shall send the
Indenture  Trustee a copy of any notices of termination  sent by the Servicer to
any Franchisee.

                  (d) Additional Information.  The Servicer shall send to the
Indenture  Trustee  and  the  Insurer  such  other  information  concerning  the
Franchise  Assets as the  Indenture  Trustee  or the  Insurer  shall  reasonably
request  from time to time as  necessary  to  perform  the  Indenture  Trustee's
obligations under the Indenture or the Insurer's obligations under the Insurance
Policy.

                  SECTION 3.2  Appointment  of  Independent  Accountant.  Within
sixty  (60)  days of the  Closing  Date,  the  Issuer  shall  appoint  a firm of
independent   accountants  of  recognized  national  reputation  and  reasonably
acceptable to the Indenture  Trustee and the Insurer to serve as the independent
accountants ("Independent Accountants") for purposes of preparing and delivering
the  reports  required  by  Section  3.3.  It is  hereby  acknowledged  that the
accounting  firm of Deloitte & Touche LLP is acceptable  for purposes of serving
as  Independent   Accountants.   The  Issuer  may  not  remove  the  Independent
Accountants without first giving 90 days prior written notice to the Independent
Accountants, with a copy of such notice also given concurrently to the Indenture
Trustee,  the Insurer and the  Servicer.  Upon any  resignation  by such firm or
removal of such  firm,  the  Issuer  shall  promptly  appoint,  by Issuer  order
delivered to the  Indenture  Trustee,  a successor  thereto that shall also be a
firm of independent  accountants of recognized  national  reputation to serve as
the  Independent  Accountants  hereunder.  If the Issuer shall fail to appoint a
successor  to a firm of  Independent  Accountants  which  has  resigned  or been
removed within 30 days after the effective date of such  resignation or removal,
the  Controlling  Party shall  promptly  appoint a successor firm of independent
accountants of recognized  national  reputation  reasonably  satisfactory to the
Indenture Trustee to serve as the Independent Accountants hereunder. The fees of
such Independent Accountants and its successor shall be payable by the Servicer,
and any fees not so paid by the Servicer shall be paid by the Indenture Trustee
on behalf of the  Servicer,  subject to the Indenture Trustee's right of
reimbursement therefor pursuant to the Indenture.

                  SECTION 3.3 Annual Accountants' Reports. On or before 120 days
after (A) for each  fiscal  year from the Closing  Date  through  and  including
fiscal  year 2003,  each of (i) the end of each  fiscal June and (ii) the end of
each  fiscal  year,  and (B) for each fiscal  year  thereafter,  the end of each
fiscal year,  the Servicer shall deliver to the Issuer,  the Indenture  Trustee,
the  Insurer  and  the  Rating  Agencies  a  separate  report,  prepared  by the
Independent  Accountants,  to the effect that their  examination (i) was made in
accordance with generally accepted auditing  standards and accordingly  included
such tests of the accounting records and such other auditing  procedures as they
considered  necessary in the  circumstances  and (ii)  included,  if applicable,
certain agreed-upon  procedures in accordance with standards  established by the
American Institute of Certified Public Accountants, relating to the servicing of
the Franchise Assets based on procedures  determined by the Insurer,  and if the
Insurer is no longer the Controlling Party, the Indenture Trustee, to assist the
Controlling  Party in  determining  that such  servicing  has been  conducted in
compliance with this Agreement.  The nature, scope and design of the procedures,
will not constitute an audit made in accordance with generally accepted auditing
standards, the objective of which is the issuance of an opinion.

                  SECTION 3.4  Available  Information.  The Servicer  shall make
available  on behalf of the  Issuer the  information  requested  by  prospective
purchasers necessary to satisfy the requirements of Rule 144A under the 1933 Act
and the Investment Company Act of 1940, as amended. For as long as the Notes are
outstanding,  copies of the  following  items shall be  available to holders and
prospective purchasers of Notes upon request to the Servicer:

                  (a)  all Monthly Servicer's Certificates and Quarterly
Servicer's Certificates delivered to the Indenture Trustee since the initial
issuance of the Notes; and

                  (b)  All accountants' reports delivered or caused to be
delivered by the Servicer to the Indenture  Trustee  pursuant to this  Agreement
since the initial issuance of the Notes.

                  Upon  request,   the  Servicer  shall  make  available,   upon
reasonable advance notice and at the expense of the requesting party,  copies of
the above items to any direct or beneficial  holder of Notes and to  prospective
transferees  of Notes;  provided that the Servicer shall require (a) in the case
of a direct or  beneficial  holder  of Notes,  a  confirmation  executed  by the
requesting  party  generally  to the  effect  that  such  party is a  direct  or
beneficial holder of Notes, as applicable,  is requesting the information solely
for use in evaluating  such party's  investment in the Notes and will  otherwise
keep  such  information  confidential  and  (b) in  the  case  of a  prospective
transferee,  the designation of the requesting party as a prospective transferee
by a Noteholder and a confirmation executed by the requesting party generally to
the effect that such party is a prospective  transferee of Notes, is requesting
the information  solely for use in evaluating a possible  investment in Notes,
will otherwise keep such information  confidential and that such party is
eligible to purchase the Notes based on the transfer restrictions set forth in
Section 2.05 of the Indenture.

                                    ARTICLE 4

                                  THE SERVICER

                  SECTION 4.1  Representations  and  Warranties  Concerning  the
Servicer.  The Servicer  represents and warrants to the Issuer and the Indenture
Trustee, effective as of the Closing Date, as follows:

                  (a)  Organization and Good Standing.  The Servicer has been
duly  organized and is validly  existing and in good standing  under the laws of
the state of its formation and organization, has qualified to do business and is
in good standing in each  jurisdiction  where the character of its properties or
the  nature of its  activities  makes  such  qualification  necessary  and where
failure to so qualify would have a material and adverse effect on its ability to
perform its obligations hereunder, and has full power, authority and legal right
to own its  property,  to carry on its business as presently  conducted,  and to
enter into and perform its obligations under this Agreement.

                  (b)  Power and  Authority; No Conflicts.  The execution and
delivery  by the  Servicer  of  this  Agreement  and  its  performance  of,  and
compliance  with, the terms hereof are within the power of the Servicer and have
been  duly  authorized  by all  necessary  corporate  action  on the part of the
Servicer.  Neither  the  execution  and  delivery  of  this  Agreement,  nor the
consummation of the  transactions  herein  contemplated to be consummated by the
Servicer,  nor  compliance  with the  provisions  hereof,  will conflict with or
result in a material breach of, or constitute a default (or an event which, with
notice or lapse of time, or both,  would constitute a default) under, any of the
provisions of any law, governmental rule, regulation,  judgment, decree or order
binding on the  Servicer  or its  properties  or the  charter or bylaws or other
organizational  documents  and  agreements  of  the  Servicer,  or  any  of  the
provisions of any indenture,  mortgage,  leases, contract or other instrument to
which the  Servicer is a party or by which it or its property is bound or result
in the creation or imposition of any material lien,  charge or encumbrance  upon
any of its  property  pursuant  to the  terms of any such  indenture,  mortgage,
leases, contract or other instrument.

                  (c) Consents. Except for registrations as a franchise broker
or franchise sales agent as may be required under state franchise statutes  and
regulations,  the  Servicer  is not  required to obtain the consent of any other
party or the consent, license,  approval or  authorization,  or registration or
declaration  with, any governmental  authority, bureau or agency in  connection
with the  execution, delivery or performance by the Servicer of this Agreement,
or the validity or enforceability of this Agreement against the Servicer.

                  (d)  Due Execution and Delivery.  This Agreement has been
duly executed and delivered by the Servicer and  constitutes a legal,  valid and
binding instrument enforceable against the Servicer in accordance with its terms
(subject to applicable Insolvency Laws and to general principles of equity).

                  (e)  No Litigation.  There are no actions, suits,
investigations or proceedings pending or, to the knowledge of the Servicer,
threatened against or  affecting  the  Servicer,  before or by any  court,
administrative  agency, arbitrator  or  governmental  body with  respect to the
Servicer  or any of the transactions  contemplated  by this Agreement or the
Indenture (i) asserting the illegality,  invalidity or  unenforceability,  or
seeking any  determination  or ruling  that  would   affect  the   legality,
binding   effect, validity  or enforceability  of this Agreement or (ii) which
could  reasonably be expected to materially  and  adversely  affect it or its
business,  assets,  operations  or condition,  financial or  otherwise,  or the
Servicer's  ability to perform its obligations under this Agreement. The
Servicer is not in default with respect to any order of any court,
administrative agency,  arbitrator or governmental body so as to materially and
adversely affect the consummation of the transactions or performance by the
Servicer contemplated by this Agreement or the Indenture.

                  (f)  Due Qualification.  Except for registrations as a
franchise broker  or  franchise  sales  agent as may be  required  under  state
franchise statutes  and  regulations, the  Servicer  has  obtained  or made all
material licenses,  registrations,  consents,  approvals,  waivers and
notifications  of creditors,  lessors and other  persons,  in each case,  in
connection  with the execution and delivery of this Agreement by the Servicer,
and the  consummation by the Servicer of all the transactions herein
contemplated to be consummated by the Servicer and the performance of its
obligations hereunder.

                  (g)  No Default.  The Servicer is not in default under any
agreement, contract, instrument or indenture to which the Servicer is a party or
by which it or its  properties is or are bound,  or with respect to any order of
any court,  administrative agency,  arbitrator or governmental body, which would
have a material adverse effect on the transactions  contemplated hereunder;  and
no  event  has  occurred  which  with  notice  or  lapse  of time or both  would
constitute such a material default with respect to any such agreement, contract,
instrument  or  indenture,  or with  respect  to any such  order  of any  court,
administrative agency, arbitrator or governmental body.

                  (h) Taxes.  The Servicer has filed or caused to be filed all
material tax returns which, to its knowledge, are required to be filed.  The
Servicer has paid or made adequate provisions for the payment of all taxes
shown as due on such returns,  and all assessments made against it or any of
its property (other than any amount of tax the  validity of which is  currently
being  contested in good faith  by  appropriate  proceedings  and  with
respect  to  which  reserves  in accordance  with GAAP  have been  provided  on
the books of the  Servicer).  The charges,  accruals and reserves on the
Servicer's books in respect of taxes are, in the Servicer's opinion, adequate.

                  (i)  Accuracy of Information.  The information contained in
the Offering Circular regarding (i) the American Servicer, (ii) the servicing of
the Franchise Assets by the American  Servicer and (iii) the description of this
Agreement  therein does not contain any untrue  statement of a material  fact or
omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.

                  (j)  Pension and Welfare Plans.  During the twelve-
consecutive-month period prior to the date of the execution and delivery of this
Agreement,  no steps have been taken by the  Servicer to  terminate  any Pension
Plan of the Servicer,  and no contribution  failure has occurred with respect to
any such Pension Plan  sufficient to give rise to a lien under section 302(f) of
ERISA. No condition  exists or event or transaction has occurred with respect to
any Pension  Plan which might  result in the  incurrence  by the Servicer or any
member of the  Controlled  Group of any  liability,  fine or penalty which could
reasonably  be  expected  to have a material  adverse  effect on the  Servicer's
ability to perform  its  obligations  hereunder.  Neither the  Servicer  nor any
member of the Controlled Group has any contingent  liability with respect to any
post-retirement  medical benefits under a Welfare Plan, other than (i) liability
for continuation  coverage described in Part 6 of Subtitle B of Title I of ERISA
or other  applicable  continuation  of  coverage  laws or (ii)  liabilities  for
unfunded  medical and death benefits for a limited  number of retired  employees
which could not reasonably be expected to have a material  adverse effect on the
Servicer's ability to perform its obligations under this Agreement.

                  (k)  Environmental Matters.

                       (i)     As of the date hereof, the Servicer (A) is in
compliance with any and all applicable  foreign,  federal,  state and local laws
and regulations,  and directives of any Governmental  Authority  relating to the
protection  of human health and safety,  the  environment  or hazardous or toxic
substances or wastes, pollutants or contaminants ("Environmental Laws"), (B) has
received and will have in full force and effect all  permits,  licenses or other
approvals  required of them under applicable  Environmental  Laws to conduct its
businesses  and (C) is in compliance  with all terms and  conditions of any such
permit, license or approval,  except where such noncompliance with Environmental
Laws,  failure to receive  required  permits,  licenses  or other  approvals  or
failure to comply with the terms and  conditions  of such  permits,  licenses or
approvals would not, singly or in the aggregate,  have a Material Adverse Effect
on the Servicer.

                       (ii)    As of the date hereof there are no costs or
liabilities  associated with Environmental Laws (including,  without limitation,
any  capital  or  operating  expenditures  required  for  clean-up,  closure  of
properties  or  compliance  with  Environmental  Laws or any permit,  license or
approval,  any related  constraints  on operating  activities  and any potential
liabilities to third parties)  which would,  singly or in the aggregate,  have a
Material Adverse Effect on the Servicer.

                  SECTION 4.2  Existence;  Status as the Servicer.  The Servicer
shall keep in full effect its existence, rights and franchises under the laws of
the state of its  formation and  organization,  and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability by the Servicer
of the  Franchise  Assets  and this  Agreement  or to  perform  its  obligations
hereunder.

                  SECTION 4.3 Performance of Obligations.

                  (a)  Performance of Obligations.  The Servicer shall
punctually  perform and observe all of its obligations and agreements  contained
in this Agreement in accordance with the terms hereof and as contemplated by the
Servicing Standard.

                  (b)  Limitations of Responsibility of the Servicer.  The
Servicer will have no  responsibility  under this Agreement other than to render
the  services  called  for  hereunder  in good  faith  and  consistent  with the
Servicing  Standard.  The Servicer,  its  affiliates,  its directors,  officers,
shareholders  and employees will not be liable to the Issuer,  the Insurer,  the
Issuer Trustee,  the Indenture  Trustee,  the  Noteholders or others,  except by
reason of acts constituting  willful misconduct or negligence in the performance
of its duties hereunder.

                  (c)  Right to Receive Instructions.  In the event that the
Servicer is unable to decide between alternative courses of action, or is unsure
as to the  application  of any  provision of this  Agreement or any  Transaction
Document,  or any such provision is, in the good faith judgment of the Servicer,
ambiguous as to its  application,  or is, or appears to be, in conflict with any
other  applicable  provision,  or in  the  event  that  this  Agreement  or  any
Transaction  Document permits any  determination by the Servicer or is silent or
is  incomplete as to the course of action which the Servicer is required to take
with respect to a particular set of facts, the Servicer may give notice (in such
form as shall be appropriate  under the  circumstances) to the Indenture Trustee
and the Issuer Trustee requesting  instructions in accordance with the Indenture
and Trust  Agreement  and, to the extent that the  Servicer  shall have acted or
refrained  from acting in good faith in  accordance  with any such  instructions
received from the  Indenture  Trustee and the Issuer  Trustee  (except where the
Servicer is acting for the Issuer Trustee  pursuant to Section 2.4 or the Issuer
Trustee  is  acting at the  direction  of an  Affiliate  of the  Servicer),  the
Servicer  shall not be liable  on  account  of such  action or  inaction  to any
Person. Subject to the Servicing Standard, if the Servicer  shall  not  have
received  appropriate  instructions  from  both  the Indenture  Trustee  and
the Issuer  Trustee  within ten days of such  notice (or within  such  shorter
period of time as may be  specified  in such  notice) the Servicer  may,  but
shall be under no duty to, take or refrain  from taking such action,  not
inconsistent with this Agreement or the Transaction  Documents, as the Servicer
shall deem to be in the best interests of the Indenture Trustee and the Issuer,
and the  Servicer  shall have no  liability  to any Person for such action  or
inaction  except  for  the  Servicer's  own  willful  misconduct or negligence.

                  (d)  No Duties Except as Specified in this Agreement or in
Instructions. The Servicer shall not have any duty or obligation to manage, make
any payment in respect of, register, record, sell, reinvest, dispose of, create,
perfect or maintain title to or any security interest in, or otherwise deal with
the  Trust  Estate,  to  prepare  or file any  report or other  document,  or to
otherwise take or refrain from taking any action under,  or in connection  with,
any document  contemplated  hereby to which the  Servicer is a party,  except as
expressly  provided  by the  terms of this  Agreement  and  consistent  with the
Servicing Standard, and no implied duties or obligations shall be read into this
Agreement against the Servicer.  The Servicer  nevertheless agrees that it will,
at its own cost and  expense,  promptly  take all action as may be  necessary to
discharge  any valid  liens on any part of the Trust  Estate  which  result from
valid  claims  against  the  Servicer  personally  that are not  related  to the
ownership  or the  administration  of the Trust  Estate (as defined in the Trust
Agreement) or the transactions contemplated by the Transaction Documents.

                  (e)  No Action Except Under Specified Documents or
Instructions.  The Servicer  shall not manage,  control,  use,  sell,  reinvest,
dispose of or  otherwise  deal with any part of the Trust  Estate  except (1) in
accordance  with the powers  granted to, and the authority  conferred  upon, the
Servicer  pursuant to this  Agreement,  or (2) in accordance  with  instructions
delivered to the Servicer pursuant hereto.

                  (f)  Limitations on the Servicer Liability.  Subject to the
Servicing  Standard,  and except for the  Servicer's  own willful  misconduct or
negligence, the Servicer shall not be personally liable under any circumstances,
including, without limitation:

                       (1) for any error of judgment made in the absence of
                           negligence;

                       (2) for any  action  taken or omitted to be taken by the
                           Servicer  in good faith  in accordance with the
                           instructions of the Indenture Trustee and Issuer
                           Trustee (except where the Servicer is acting for the
                           Issuer Trustee pursuant to Section 2.4 or the Issuer
                           Trustee is acting at the direction of an Affiliate
                           of the Servicer) made in accordance herewith;

                       (3) for any representation, warranty, covenant,
                           agreement or indebtedness of the Issuer under the
                           Notes or any Transaction Document (other than for
                           the performance by the Servicer of the  Issuer's
                           duties pursuant to Section 2.4 of this Agreement),
                           or for any other liability or obligation of the
                           Issuer;

                       (4) for or in respect of the validity or sufficiency of
                           this Agreement or for the due execution hereof by any
                           party hereto other than the Servicer, or for the
                           form, character, genuineness, sufficiency, value or
                           validity of any part of the Trust Estate, or for or
                           in respect of the  validity or  sufficiency  of the
                           Transaction Documents; and

                       (5) for any action or inaction of the Indenture Trustee
                           or the performance of, or the supervision of the
                           performance of, any obligation under this Agreement
                           or any Transaction Document that is required to be
                           performed by the Indenture Trustee or the Issuer
                           Trustee (except as performed by the Servicer
                           pursuant to  Section  2.4  hereof)  under any
                           Transaction Document.

                  (g)  No provision of this Agreement (other than the last
sentence of paragraph  (d) above)  shall  require the Servicer to expend or risk
its personal funds or otherwise incur any financial liability in the performance
of any of its rights or powers hereunder,  if the Servicer shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such  risk  or  liability  is  not   reasonably   assured  or  provided  to  it.
Notwithstanding  the  foregoing,  the Servicer shall be obligated to perform its
obligations hereunder,  consistent with the Servicing Standard,  notwithstanding
the fact that the Servicer may not be entitled to be  reimbursed  for all of its
expenses  incurred in connection with its  obligations  hereunder as a result of
the  application of any limit on amounts  payable  pursuant to the definition of
Servicing Fee.

                  (h)  Reliance.  The Servicer may conclusively rely on, and
shall be protected in acting or refraining from acting when doing so, in each
case in accordance with any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or paper
believed by it to be genuine and believed by it to be signed by the proper
party or parties.  The Servicer may accept a certified  copy of a resolution
of the board of directors or other governing  body  of  any  corporate  party
as  conclusive  evidence  that  such resolution has been duly adopted by such
body and that the same is in full force and effect. As to any fact or matter
the manner or ascertainment of which is not specifically prescribed herein, the
Servicer may for all purposes hereof rely on a certificate, signed by the
president or any vice president or by the treasurer or any assistant  treasurer
or the  secretary or any assistant  secretary of the relevant party, as to such
fact or matter, and such certificate shall constitute full  protection  to the
Servicer for any action taken or omitted to be taken by it in good faith in
reliance thereon.

                  (i)  Consultations with Third Parties; Advice of Counsel. In
the exercise and  performance of its duties and  obligations  hereunder or under
any of the Transaction  Documents,  the Servicer (i) may act directly or through
agents (in compliance with Section 4.4(b) and any other  requirement  hereunder)
or attorneys  pursuant to agreements entered into with any of them and (ii) may,
at the expense of the  Servicer,  consult with  counsel,  accountants  and other
professionals  or experts  selected and monitored by the Servicer in the absence
of negligence,  and the Servicer shall not be liable for anything done, suffered
or omitted in good faith by it in  accordance  with the advice or opinion of any
such counsel, accountants or other professionals or experts.

                  (j) Independent Contractor.  In performing its obligations as
servicer hereunder the Servicer acts solely as an independent  contractor of the
Issuer.  Nothing  in this  Agreement  shall,  or shall be deemed  to,  create or
constitute any joint venture, partnership, employment, or any other relationship
between the Issuer on the one hand,  and the  Servicer on the other hand,  other
than the independent contractor contractual relationship established hereby. The
Servicer  shall not be and  shall  not be  deemed  to be liable  for any acts or
obligations  of the Issuer  (except as  performed or required to be performed by
the  Servicer  pursuant to Section  2.4  hereof),  the Insurer or the  Indenture
Trustee and,  without  limiting the foregoing,  the Servicer shall not be liable
under or in connection with the Notes. The Servicer shall not be responsible for
any amounts  required to be paid by the  Indenture  Trustee under or pursuant to
the Indenture.

                  SECTION 4.4 Merger; Resignation and Assignment.

                  (a)  Preservation of Existence.  The Servicer may not merge
into any  corporation  or convey,  transfer  or lease  substantially  all of its
assets,  unless and until (i) the  Servicer's  successor  or a new  servicer  is
willing to service the  Franchise  Assets and enter into a  servicing  agreement
with the  Issuer  and  Indenture  Trustee  in form and  substance  substantially
similar to this  Agreement;  (ii) the  Controlling  Party has  consented to such
successor in its  reasonable  discretion and (iii) the Rating  Agencies  confirm
that the selection of such successor or new servicer, in and of itself, will not
result in the  downgrading  of any  rating  assigned  to the Notes by the Rating
Agencies. Notwithstanding anything to the contrary contained in this Section
4.4(a), the Servicer shall be permitted to reorganize its corporate form
from a corporation to a limited  liability company without having to satisfy any
of the requirements of the preceding sentence.

                  (b)  Resignation; Subservicing.  The Servicer may resign or
engage  any other  Person as  subservicer  to  perform  the  Servicer  's duties
hereunder,  or assign  this  Agreement  to any other  Person;  provided  that no
subservicing  arrangement,  assignment or resignation  shall be effective unless
and until (i) it receives the consent of the Controlling Party in its reasonable
discretion; (ii) a subservicer or successor servicer selected by the Controlling
Party executes and delivers an agreement to perform and observe,  or in the case
of an assignment, an assumption by such successor entity of the due and punctual
performance  and  observance  of, each covenant and condition to be performed or
observed by the Servicer  under this  Agreement;  and (iii) the Rating  Agencies
confirm  that such  servicing  or  subservicing  agreement,  or  assignment  and
assumption  by such new  servicer,  in and of  itself,  will not  result  in the
downgrading  of  any  rating  assigned  to  the  Notes.   From  and  after  such
effectiveness,  the subservicer or successor servicer shall be, to the extent of
the subservicing arrangement or assignment,  "the Servicer" hereunder. Except as
provided in the first  sentence of this  Section  4.4(b),  the  Servicer may not
assign  this  Agreement  or any of its  rights,  powers,  duties or  obligations
hereunder.

                  (c)  Term of Agreement.  Except as provided in
Sections  4.4(a) and (b), the duties and  obligations of the Servicer under this
Agreement  shall  continue until this  Agreement  shall have been  terminated as
provided in Section  6.1,  and shall  survive the  exercise by the Issuer or the
Indenture  Trustee  of  any  right  or  remedy  under  this  Agreement,  or  the
enforcement  by the Issuer,  the  Indenture  Trustee,  or any  Noteholder of any
provision of the Indenture, the Notes or this Agreement.

                  SECTION 4.5 Certain Covenants of the Servicer.

                  (a)  Indebtedness.  The Servicer shall not incur Indebtedness
(including  guaranties  or  pledges of its  property)  other than (i) trade debt
incurred  in  the  ordinary  course  of  business,   (ii)  debt  and  contingent
liabilities,  in existence on the date hereof, (iii) additional debt for working
capital or capital  improvements  and debt incurred in  connection  with amounts
owed to holders of stock  options  issued  pursuant to the Stock Option Plan, in
all cases not in excess of $10,000,000 in the aggregate outstanding at any time,
(iv)  debt  incurred  by the  Servicer  from an  Affiliate  or a third  party in
connection with any loans or capital  contributions  made directly or indirectly
to the Issuer to refinance  or discharge  the Notes in whole or, with respect to
any discharge or refinancing  of the Notes in part, on a  subordinated  basis to
any debt  outstanding to third parties  having an enforceable  claim against the
Servicer   (the  terms  of  which   subordination   shall   include  an  express
acknowledgment  and  agreement  that (A) such debt shall not  constitute a claim
against the Servicer while the assets of the Servicer, available for application
to the satisfaction thereof after satisfaction of such other debt to third
parties,  are  insufficient,  (B) to the  extent  such  debt  does not
constitute  such a claim,  such  Affiliate or third  party,  as the case may be,
shall not  exercise  any legal right or remedy  against the  Servicer in seeking
repayment or recovery of any such amount, and (C) such Affiliate or third party,
as the case may be, for so long as the Indenture  shall not have been  satisfied
and discharged,  shall not commence, or join any other Person in commencing, any
bankruptcy or other insolvency-related  proceeding against the Servicer, and (v)
debt  incurred  in  connection  with  any  indemnification  obligations  of  the
Servicer.

                (b)  Business Operations.  The Servicer shall not to engage in
any  business  other  than (i) the  performance  of its  obligations  under this
Agreement,  (ii) the ownership and/or licensing of Arby's  non-United States and
non-Canadian  intellectual  property  to  existing  and  future  Affiliates  and
franchisees,  (iii) the ownership of existing non-United States and non-Canadian
Franchise Assets for a period not exceeding 60 days after the date hereof or the
assignment thereof to Arby's Brands, LLC, (iv) the ownership of Arby's Holdings,
LLC, (v) the performance of services for future and existing  Affiliates (each a
"Serviced  Affiliate"),  pursuant to a written servicing or management  services
agreement,  on an  arms-length  basis  reasonably  customary  in the  restaurant
industry;  provided that the costs to the Servicer in providing  such  services,
including without  limitation,  overhead,  administrative  and  employee-related
expenses,  shall be fairly  and  reasonably  allocated  among all such  Serviced
Affiliates, (vi) the ownership of certain parcels of real property and acting as
a landlord in connection  therewith as of the date hereof, (vii) the performance
of certain  back-office  support services to the Canadian Servicer in connection
with the Canadian Servicer's  servicing of the Issuer's Franchise Assets located
in Canada and  (viii)  acting as  "subfranchisor"  of the Issuer in the State of
California.

                (c)  Maintenance of Separateness. Arby's covenants that:

                     (i)  the books and records of each Subsidiary and
Serviced Affiliate will be maintained separately from those of Arby's and its
Subsidiaries;

                     (ii)    all financial statements of Arby's and its other
Affiliates  that are  consolidated  to include any  Subsidiary or Arby's and any
Serviced  Affiliate will contain  detailed notes clearly stating that (A) all of
such  Subsidiary's or Serviced  Affiliate's  respective assets are owned by such
Subsidiary or Serviced  Affiliate,  as the case may be, and (B) such  Subsidiary
and any Serviced  Affiliate is a separate  entity and, if  applicable,  that the
respective  assets of such  Subsidiary  or Serviced  Affiliate is subject to the
claims of its respective creditors;

                     (iii)   Arby's will observe (and shall cause each of its
Subsidiaries to observe) corporate formalities in dealing with each Subsidiary
and Serviced Affiliate;

                     (iv)    Arby's shall not (and shall not permit any of its
Subsidiaries  to)  commingle  its  funds  with any  funds of any  Subsidiary  or
Serviced  Affiliate;  provided,  that the foregoing shall not prohibit Arby's or
the Canadian  Servicer from holding funds of a Subsidiary or Serviced  Affiliate
in their respective capacity as Servicer or Canadian Servicer for such entity in
a segregated account identified for such purpose;

                     (v)     Arby's will (and shall cause each of its
Subsidiaries  to) maintain arm's length  relationships  with each Subsidiary and
Serviced Affiliate,  and Arby's and each of its Subsidiaries will be compensated
at market  rates for any  services  it renders  or  otherwise  furnishes  to any
Subsidiary or Serviced Affiliate, provided that the foregoing shall not apply to
dealings   solely  as  among  any   Subsidiaries   other  than   Holdings,   the
Certificateholder, the Issuer and IP Holder and any Serviced Affiliates which do
not involve any of Arby's,  Holdings,  the  Certificateholder,  the Issuer or IP
Holder;

                     (vi)   Arby's will not be, and will not hold itself out to
be,  responsible  for the debts of any  Subsidiary or Serviced  Affiliate or the
decisions  or  actions  in  respect  of the daily  business  and  affairs of any
Subsidiary  or Serviced  Affiliate  (other than (i) in its capacity as Servicer,
licensor or servicer to a Serviced Affiliate,  including,  in each case, without
limitation,  any indemnification obligation in connection therewith and (ii) any
indemnification  obligation  related to or in  connection  with the  Transaction
Documents);  and Arby's will not  knowingly  permit any  Subsidiary  or Serviced
Affiliate to hold Arby's out as  responsible  for the debts of any Subsidiary or
Serviced  Affiliate or the decisions or actions in respect of the daily business
and affairs of any Subsidiary or Serviced Affiliate (other than, in its capacity
as Servicer,  licensor or servicer to a Serviced Affiliate,  including,  in each
case, without limitation, any indemnification obligation in connection therewith
and (ii) any  indemnification  obligation  related to or in connection  with the
Transaction Documents); and

                     (vii)   Upon an Authorized Officer obtaining actual
knowledge that any of the foregoing  provisions in this Section 4.5(c) have been
breached or violated in any material  respect,  Arby's will take such actions as
may be reasonable and appropriate  under the circumstances to correct and remedy
such  breach  or  violation  as  soon  as  reasonably   practicable  under  such
circumstances.

                                    ARTICLE 5

                                     DEFAULT

                  SECTION 5.1  Servicer Termination Events.

                  (a)  Servicer Termination Events.  Any of the following acts
or occurrences  shall  constitute a Servicer  Termination  Event by the Servicer
under this  Agreement,  the assertion as to the occurrence of which may be made,
and notice of which  may be  given,  by  any  of the  Issuer,  the  Indenture
Trustee  or the Controlling Party (other than in the case of clause (xi) below,
the assertion of which may only be made by the Controlling  Party),  provided
that in the case of any such assertion  made and/or notice given by either the
Indenture  Trustee or the Controlling  Party as to the existence of a Servicer
Termination  Event (or the assertion and/or notice of an act or occurrence
which, with the lapse of any time period specified below would constitute a
Servicer  Termination Event), any waiver or consent,  or purported  waiver or
consent,  given by the Issuer to the Servicer (whether before or after any such
assertion made and/or notice given by either the  Indenture  Trustee or the
Controlling  Party) with  respect to such Servicer  Termination  Event (or with
respect to any provision of this Agreement or the underlying factual
circumstances  relating thereto) shall be of no force or effect:

                         (i)  any failure by the Servicer to remit to the
         Lock-Box  Accounts,  within three Business Days of the receipt thereof,
         any payments received by it in respect of the Franchise Assets;

                         (ii) any failure by the Servicer to provide to the
         Indenture  Trustee  a Monthly  Servicer's  Certificate  or a  Quarterly
         Servicer's  Certificate  within two Business  Days of its due date,  or
         with respect to any other  required  report,  within 30 days of its due
         date;

                         (iii) a default by the Servicer in the due observance
         of the provisions of the Servicing Agreement regarding preservation
         of the Servicer's existence;

                          (iv) the default by the Servicer in the due
         performance  and  observance  of any other  provision of the  Servicing
         Agreement and the  continuation of such default uncured for a period of
         30 days after it has been  notified  by the  Indenture  Trustee  of, or
         otherwise obtained knowledge of, such default,  provided,  however,  as
         long as the Servicer is  diligently  attempting  to cure such  default,
         such cure period  shall be extended by an  additional  period as may be
         required  to  cure  such  default  but in no  event  by  more  than  an
         additional 30 days;

                           (v)  any representation, warranty or statement
         of the Servicer made in the  Servicing  Agreement or by the Servicer in
         its capacity as Servicer in any  certificate,  report or other  writing
         delivered  pursuant  thereto will prove to be incorrect in any material
         respect  as of the time  when the same will have been made or deemed to
         have been  made or as of any other  date  specified  in this  Agreement
         ("breach"),  provided,  that if any such  breach  is  capable  of being
         remedied  within 30 days of the Servicer's  knowledge of such breach or
         receipt of notice  thereof,  then a Servicer  Termination  Event  shall
         occur  under this  clause  (v) as a result of such  breach if it is not
         cured in all material respects by the end of such 30-day period;

                           (vi) the Servicer makes an assignment for the
         benefit of creditors or generally fails to pay its debts as such debts
         become due;

                           (vii)  the Servicer's petition or application to any
         tribunal  for,  or its  consent  to,  the  appointment  of,  or  taking
         possession by, a trustee,  receiver,  custodian,  liquidator or similar
         official of the Servicer,  or of any substantial  part of the assets of
         the Servicer, or the Servicer's  commencement of a voluntary case under
         the Insolvency Law of the United States or any proceedings  relating to
         the Servicer under the Insolvency Law of any other jurisdiction;

                           (viii)   any petition or application referred to in
         clause (vi) is filed, or any proceedings referred to in clause (vi) are
         commenced,  against the Servicer and the Servicer by any act  indicates
         its approval thereof,  consent thereto or acquiescence  therein, or any
         order,  judgment  or decree is  entered  appointing  any such  trustee,
         receiver,  custodian,  liquidator or similar official, or approving the
         petition in any such  proceedings  and such  order,  judgment or decree
         remains unstayed and in effect for more than 60 days;

                           (ix)  any final, non-appealable order, judgment
         or decree is entered in any proceedings against the Servicer by a court
         of competent jurisdiction decreeing the dissolution of the Servicer and
         such order,  judgment or decree remains unstayed and in effect for more
         than ten days;

                           (x)   a final non-appealable judgment for an
         amount in excess of $10,000,000 (exclusive of any portion thereof which
         is insured) is rendered  against the  Servicer by a court of  competent
         jurisdiction and is not paid or discharged within ten days;

                           (xi) (a) the Servicer shall fail to comply with the
         Servicing Standard in the judgment of the Controlling Party,  exercised
         in a  reasonable  manner  and (b)  such  failure  could  reasonably  be
         expected  to have a Material  Adverse  Effect on the Trust  Estate (not
         taking into account the benefits of the Policy),  as determined in good
         faith by the Controlling Party;

                           (xii)  the Debt Service Coverage Ratio is less
         than or equal to 1.10x; and

                           (xiii)   an Event of Default under the Indenture has
         been declared and  is continuing.

                  (b)  Remedies.  Upon the occurrence and continuance of any
Servicer  Termination  Event,  the  Controlling  Party may, or the Issuer or the
Indenture Trustee may, with the consent, or at the direction, of the Controlling
Party,  by  notice  given to the  Servicer  (with  copies  to  whichever  of the
Controlling Party, the Issuer or the Indenture  Trustee has not given notice to
the  Servicer),  terminate all of the rights and powers of the Servicer under
this  Agreement,  including  without limitation  all rights of the  Servicer
to receive the  servicing  compensation provided for in Section 2.5 or any
expense reimbursement  hereunder,  other than to the extent accrued prior to
such  termination  and not previously  paid. Upon any  termination  or the
giving  of the  notice  referred  to in the  preceding sentences, all rights,
powers, duties and responsibilities of the Servicer under this  Agreement,
whether  with  respect  to the  related  Franchise  Documents, Collection
Account,  any Servicing Fee or otherwise shall vest in and be assumed by a new
servicer as provided in Section 13.11 of the Indenture. From and during
the  continuation of a Servicer  Termination  Event,  the  Controlling  Party is
hereby irrevocably authorized and empowered to execute and deliver, on behalf of
the  Servicer,  as  attorney-in-fact  or  otherwise,  all  documents  and  other
instruments  (including any notices to Franchisees deemed necessary or advisable
by the  Controlling  Party),  and to do or  accomplish  all other acts or things
necessary or appropriate, to effect such vesting and assumption.

                 (c)  Notice of Servicer Termination Event.  Promptly after the
Indenture   Trustee  shall  have  notice  of  the  occurrence  of  any  Servicer
Termination  Event,  the  Indenture  Trustee  shall  transmit  by  mail  to  all
Noteholders,  the Certificateholder,  the Insurer and the Rating Agencies notice
of such Servicer Termination Event.

                  SECTION 5.2 No Effect on Other Parties.  Upon any  termination
of the rights and powers of the Servicer  from time to time  pursuant to Section
5.1 or upon any  appointment  of a successor  to the  Servicer,  all the rights,
powers, duties and obligations of the Issuer or the Indenture Trustee under this
Agreement or under the Indenture shall remain  unaffected by such termination or
appointment  and shall  remain in full  force and effect  thereafter,  except as
otherwise expressly provided in this Agreement or in the Indenture.

                  SECTION 5.3 Rights  Cumulative.  All rights and remedies  from
time to time  conferred upon or reserved to the Issuer,  the Indenture  Trustee,
the  Insurer,  Certificateholder  or  the  Noteholders  or to  any or all of the
foregoing are cumulative, and none is intended to be exclusive of another or any
other  right  or  remedy  which  they may have at law or in  equity.  Except  as
otherwise  expressly provided herein, no delay or omission in insisting upon the
strict  observance  or  performance  of any provision of this  Agreement,  or in
exercising any right or remedy, shall be construed as a waiver or relinquishment
of such  provision,  nor shall it impair  such right or remedy.  Every right and
remedy may be exercised from time to time and as often as deemed expedient.

                                    ARTICLE 6

                            MISCELLANEOUS PROVISIONS

                  SECTION 6.1  Termination of Agreement.  The respective  duties
and  obligations of the Servicer and the Issuer created by this Agreement  shall
terminate  upon the  earliest to occur of (i) a Servicer  Termination  Event and
(ii) the latest to occur of (x) the final  payment or other  liquidation  of the
last  outstanding  Franchise  Asset  included  in the Trust  Estate  and (y) the
satisfaction  and  discharge  of the  Indenture  pursuant to Article Four of the
Indenture.  Upon termination of this Agreement pursuant to this Section 6.1, the
Servicer shall pay over to the Issuer or any other Person  entitled  thereto all
monies  received from  Franchisees  and held by the Servicer.  The provisions of
Section 2.7 shall survive the termination of this Agreement.

                  SECTION 6.2  Amendment.

                  (a)   This Agreement may only be amended from time to time
in writing by the Issuer, the Servicer and the Indenture Trustee.

                  (b)   Promptly after the execution of any amendment, the
Servicer shall send to the Indenture Trustee and the Insurer a conformed copy of
such amendment, but the failure to do so will not impair or affect its validity.

                  (c)   Any amendment or modification effected contrary to the
provisions of this Section 6.2 shall be void.

                  SECTION 6.3 Governing Law. This  Agreement  shall be construed
in  accordance  with and governed by the laws of the State of New York,  without
regard to the conflict of law provisions thereof.

                  In executing and delivering any amendment or  modification  to
this Servicing Agreement,  the Indenture Trustee shall be entitled to an opinion
of counsel  stating  that:  (i) such  amendment  is  authorized  pursuant to the
Servicing  Agreement  and  complies  therewith;  (ii) such  amendment  shall not
adversely affect the interests of the Noteholders in any material  respect;  and
(iii) all  conditions  precedent to the execution,  delivery and  performance of
such amendment shall have been satisfied in full. The Indenture Trustee may, but
shall have no obligation to,  execute and deliver any amendment or  modification
which  would  affect its  duties,  powers,  rights,  immunities  or  indemnities
hereunder.

                  SECTION  6.4   Notices.   All   notices,   requests  or  other
communications  desired or required to be given under this Agreement shall be in
writing and shall be sent by (a) certified or registered  mail,  return  receipt
requested, postage prepaid, (b) national prepaid overnight delivery service, (c)
telecopy or other facsimile transmission (following with hard copies to be sent
by national  prepaid  overnight  delivery service) or (d) personal  delivery
with  receipt  acknowledged  in writing,  as follows:

                                    (1)     if to the Servicer:

                                            Arby's, Inc.
                                            1000 Corporate Drive
                                            Ft. Lauderdale, Florida 33334-3651
                                            Attention:  General Counsel
                                            Facsimile:  (954) 351-5619;

                                            copy to:

                                            Triarc Companies, Inc.
                                            280 Park Avenue
                                            New York, New York  10017
                                            Attention:  General Counsel
                                            Facsimile: (212) 451-3216

                                    (2)     if to the Issuer:

                                            Arby's Franchise Trust
                                            1000 Corporate Drive
                                            Ft. Lauderdale, Florida 33334-3651
                                            Attention:  General Counsel
                                            Facsimile:  (954) 351-5619;

                                    (3)     if to the Indenture Trustee;

                                            BNY Midwest Trust Company,
                                            a Bank of New York Company
                                            2 North LaSalle, Suite 1020
                                            Chicago, Illinois 60602
                                            Attention:  Indenture Trust
                                                        Administration; and

                                    (4)     if to the Insurer:

                                            Ambac Assurance Corporation
                                            One State Street Plaza
                                            New York, New York 10004
                                            Attention:  Risk Management
                                                        Structured Finance
                                                        and Credit Derivatives
                                            Arby's Franchise Trust 7.44% Fixed
                                            Rate Insured Notes due
                                            December 20, 2020
                                            Facsimile:  (212) 797-5725

Any of the  persons in  subclauses  (1) through (4) above may change its address
for notices hereunder by giving notice of such change to the other persons.  Any
change of address of a Noteholder shown on a Note Register shall, after the date
of such  change,  be  effective  to  change  the  address  for  such  Noteholder
hereunder.  All notices and demands shall be deemed to have been given either at
the time of the  delivery  thereof  to any  officer  or  manager  of the  Person
entitled to receive  such  notices and demands at the address of such person for
notices  hereunder,  or on the  third  day after  the  mailing  thereof  to such
address, as the case may be.

                  SECTION 6.5 Severability of Provisions.  If one or more of the
provisions of this  Agreement  shall be for any reason  whatever held invalid or
unenforceable,  such  provisions  shall be deemed  severable  from the remaining
covenants,  agreements and  provisions of this Agreement and such  invalidity or
unenforceability  shall in no way affect the validity or  enforceability of such
remaining provisions,  the rights of any parties hereto. To the extent permitted
by law,  the  parties  hereto  waive  any  provision  of law which  renders  any
provision of this Agreement invalid or unenforceable in any respect.

                  SECTION  6.6  Delivery  Dates.  If the due date of any notice,
certificate or report  required to be delivered by the Servicer  hereunder falls
on a day that is not a Business  Day, the due date for such notice,  certificate
or report shall be  automatically  extended to the next succeeding day that is a
Business Day.

                  SECTION  6.7 Binding  Effect;  Limited  Rights of Others.  The
provisions of this  Agreement  shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereto, provided,  however,
the  provisions  of this  Agreement  that inure  directly or  indirectly  to the
benefit of the Insurer and the Indenture  Trustee shall be expressly  limited to
Sections 2.5, 2.7, 5.1 and 5.3 hereof and the provision of this  Agreement  that
inures to the benefit of the Principal  Reinsurer shall be expressly  limited to
Section 2.7 hereof,  and the right of the Indenture  Trustee or the Insurer,  as
the case may be, to  receive  any  notice or provide  or  withhold  any  consent
specifically  intended  by this  Agreement  for the  benefit of each such party.
Except  as  provided  in the  preceding  sentence,  nothing  in  this  Agreement
expressed  or  implied,  shall be  construed  to give any Person  other than the
parties hereto any legal or  equitable  right,  remedy  or claim  under or in
respect  of this Agreement or any covenants, agreements,  representations or
provisions contained herein.

                  SECTION  6.8  Limitation  of  Liability  of  Wilmington  Trust
Company and the Certificateholder.  It is expressly understood and agreed by the
parties  hereto that (a) this Agreement is executed and delivered by the Issuer,
a special purpose Delaware business trust created under the Trust Agreement,  in
the exercise of the powers and authority conferred on, and vested in, it (b) the
representations,  undertakings  and  agreements  herein  made on the part of the
Issuer are made and intended not as personal  representations,  undertakings and
agreements by Wilmington Trust Company or the Certificateholder but are made and
intended  for the  purpose  of  binding  only the  Issuer,  (c)  nothing  herein
contained  shall be  construed as creating any  liability  on  Wilmington  Trust
Company, or the  Certificateholder,  individually or personally,  to perform any
covenant either expressed or implied  contained herein,  all such liability,  if
any,  being  expressly   waived  by  the  parties  hereto,   and  (d)  under  no
circumstances  shall  Wilmington  Trust  Company  or  the  Certificateholder  be
personally  liable for the payment of any indebtedness or expenses of the Issuer
or be  liable  for the  breach or  failure  of any  obligation,  representation,
warranty or covenant made or undertaken by the Issuer under this Agreement.

                  SECTION  6.9 Article  and  Section  Headings.  The Article and
Section  headings  herein are for  convenience of reference  only, and shall not
limit or otherwise affect the meaning hereof.

                  SECTION 6.10 Concerning the Indenture Trustee. In acting under
this Agreement, the Indenture Trustee shall be afforded the rights,  privileges,
immunities  and  indemnities  set forth in the  Indenture  as if fully set forth
herein.

                  SECTION 6.11  Counterparts.  This Agreement may be executed in
several counterparts,  each of which shall be an original and all of which shall
constitute but one and the same instrument.

               [Remainder of this page intentionally left blank.]


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Servicing  Agreement to be duly executed by their respective  officers thereunto
duly authorized as of the day and year first above written.

                                    ARBY'S FRANCHISE TRUST

                                    By:  Wilmington Trust Company, not in its
                                         individual capacity but solely as
                                         Issuer Trustee

                                    By:  W. CHRIS SPONENBERG
                                        ------------------------------------
                                         Name: W. Chris Sponenberg
                                         Title: Assistant Vice President

                                    ARBY'S, INC.


                                    By:  CURTIS S. GIMSON
                                          ----------------------------------
                                          Name: Curtis S. Gimson
                                          Title: Senior Vice President


                                    BNY MIDWEST TRUST COMPANY, A BANK OF
                                    NEW   YORK   COMPANY,   not  in  its
                                    individual  capacity  but  solely as
                                    Indenture Trustee

                                    By:   MEGAN CARMODY
                                          ---------------------------------
                                          Name: Megan Carmody
                                          Title: Assistant Vice President



<PAGE>


                                    EXHIBIT A

                             DUTIES OF THE SERVICER


Pre-Opening Services.


                  Prior  to  the opening  of an  Arby's(R)  branded  Restaurant
located in the United States, the Servicer will:

                  (A)  (i)  Designate a geographical area in which the
                            prospective Franchisee may select a proposed
                            Restaurant location for approval;

                       (ii) Offer counseling and advice in Restaurant site
                            selection;

                       (iii) Review and accept or reject the proposed site;

                       (iv) Provide a brief overview of the System and the
                            administrative and corporate support provided by
                            the Servicer; and

                       (v)  Provide an operational training program conducted
                            at a certified training location.

                  (B) with respect to Arby's(R) branded  Restaurants  located in
the United States and Canada:

                           (i)      Provide   generic  plans  for  the  approved
                                    building,   including   specifications   for
                                    equipment,  fixtures, furnishings and signs,
                                    and review for  approval  or  rejection  the
                                    proposed building and equipment plans;

                           (ii)     On behalf  of the  Issuer,  arrange  for the
                                    Issuer to execute  and  deliver a  Franchise
                                    Agreement  to the proposed  Franchisee  upon
                                    payment of all required fees and performance
                                    of all required  obligations by the proposed
                                    Franchisee;

                           (iii)    Provide specifications and names of approved
                                    suppliers for opening inventory, supplies
                                    and related materials;



Post-Opening Services.

                  Following  the  opening  of an  Arby's(R)  branded  Restaurant
located in the United States by a Franchisee,  the Servicer will provide to such
Franchisee a copy of the Arby's  Operating  Standards  Manual and  supplementary
materials, as issued and revised from time to time by the Servicer. The Servicer
also will consider for approval new specifications and suppliers as requested by
Franchisees from time to time.

Other Functions To Be Performed by the Franchisor Under the Servicing Agreement.

                  The  Servicer  has agreed to perform the  following  services,
subject  to the  Servicing  Standard,  that are not  required  by the  Franchise
Agreements,  but  that  are  essential  functions  for any  company  engaged  in
operating a franchise business. These functions include:

                  (A)      With  respect  to  Franchise  Agreements  related  to
                           Arby's(R) branded  Restaurants  located in the United
                           States and Canada:

                           (i)      Fulfilling the obligations of the Issuer in
                                    its capacity as Licensee under the License
                                    Agreement.

                           (ii)     Preparation and filing of Franchise Offering
                                    Circulars to comply with applicable federal
                                    and state laws;

                           (iii)    Preparation  of  Franchise   Agreements  and
                                    appropriate   documentation   of   franchise
                                    transfers,   terminations,   renewals,  site
                                    relocations and ownership changes;

                           (iv)     Providing legal services with respect to the
                                    enforcement of the Franchise Agreements,
                                    MDAs and LOAs of the Issuer;

                           (v)      Providing accounting and financial reporting
                                    services;

                           (vi)     Providing quality control services with
                                    respect to the promulgation and maintenance
                                    of standards for food, equipment, suppliers
                                    and distributors;

                           (vii)    Providing legal services with respect to
                                    the protection of trademarks used by the
                                    Issuer in its franchise business;

                           (viii)   Assisting the Issuer in complying with
                                    franchise industry-specific government
                                    regulation and applicable laws; and

                           (ix)     Providing notice as specified in Sections 7
                                    and 12 of the License Agreement, on behalf
                                    of the Issuer in its capacity as
                                    Licensee under the License Agreement, to the
                                    IP Holder, in its capacity as Licensor under
                                    the License Agreement, upon obtaining actual
                                    knowledge  of a breach  by the IP  Holder of
                                    its  obligations  under Sections 7 and 12 of
                                    the License Agreement.

                  (B)      With  respect  to  Franchise  Agreements  related  to
                           Arby's(R) branded  Restaurants  located in the United
                           States:

                           (i)      Monitoring industry conditions;

                           (ii)     Formulating a strategy for the System and
                                    utilizing commercially reasonable efforts
                                    to implement such strategy;

                           (iii)    Supporting the development of new products
                                    and increased brand awareness; and

                           (iv)     Using commercially reasonable efforts to
                                    expand the System on a profitable basis.














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</DOCUMENT>
